Update on acceptances in the recommended voluntary cash offer to acquire all issued and outstanding shares of Belships ASA
21 2월 2025 - 3:00PM
UK Regulatory
Update on acceptances in the recommended voluntary cash offer to
acquire all issued and outstanding shares of Belships ASA
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, INTO OR WITHIN CANADA,
AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN, HONG KONG, SOUTH
KOREA, OR ANY JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
Oslo, 21 February 2025
Reference is made to the stock exchange
announcement published on 21 January 2025 regarding the launch by
Blue Northern BLK Ltd ("Blue Northern" or the "Offeror") of a
recommended voluntary cash tender offer for all issued and
outstanding shares (the "Shares") in Belships ASA ("Belships" or
the "Company") at a price of NOK 20.50 per share (the "Offer"), as
further set out in the offer document dated 21 January 2025 (the
“Offer Document”). Reference is further made to the stock exchange
announcement published by Belships on 20 February 2025 regarding
the extension of the acceptance period for the Offer until 7 March
2025 at 16:30 (CET) (the “Extension Announcement”).
As of expiry of 20 February 2025, the last day
of the initial acceptance period in the Offer, and subject to
customary verification, the Offeror has received acceptances of the
Offer for a total of 231,810,553 Shares, representing approximately
91.7% of the Company's issued and outstanding share capital
(excluding treasury shares owned by the Company). Subject to
verification of acceptances received, this means that the condition
for completion of the Offer relating to “Minimum Acceptance”, as
set out in section 2.8 (“Conditions for Completion of the Offer”)
of the Offer Document, has been satisfied. The Offeror currently
does not own any Shares.
The Offer is only capable of being accepted
pursuant to the Offer Document, and the complete terms and
conditions for the Offer are included in the Offer Document. The
completion of the Offer is subject to certain remaining conditions,
as further set out in section 2.8 (“Conditions for Completion of
the Offer”) of the Offer Document. Subject to regulatory
restrictions in certain jurisdictions, the Offer Document is
available at the following webpage:
https://www.abgsc.com/transactions and may be obtained free of
charge during ordinary business hours at the offices of the
receiving agent, ABG Sundal Collier ASA, Ruseløkkveien 26, 0251
Oslo, Norway.
Advisors
ABG Sundal Collier ASA is acting as financial
advisor while Advokatfirmaet BAHR AS and Watson Farley &
Williams are acting as legal advisors to the Offeror and its
affiliates. Fearnley Securities AS is acting as financial advisor
while Wikborg Rein Advokatfirma AS is acting as legal advisor to
the Company. IMPORTANT INFORMATION
The Offer and the distribution of this
announcement and other information in connection with the Offer may
be restricted by law in certain jurisdictions. When published, the
Offer Document and related acceptance forms will not and may not be
distributed, forwarded or transmitted into or within any
jurisdiction where prohibited by applicable law, including, without
limitation, Canada, Australia, New Zealand, South Africa, Hong
Kong, South Korea and Japan, or any other jurisdiction in which
such would be unlawful. The Offeror does not assume any
responsibility in the event there is a violation by any person of
such restrictions. Persons in the United States should review
"Notice to U.S. Holders" below. Persons into whose possession this
announcement or such other information should come are required to
inform themselves about and to observe any such restrictions.
This announcement is for information purposes
only and is not a tender offer document and, as such, is not
intended to does not constitute or form any part of an offer or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant
to the Offer or otherwise. Investors may accept the Offer only on
the basis of the information provided in the Offer Document. Offers
will not be made directly or indirectly in any jurisdiction where
either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration
or other requirements would apply in addition to those undertaken
in Norway.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that
the Shares are not listed on a U.S. securities exchange and that
Belships is not subject to the periodic reporting requirements of
the U.S. Securities Exchange Act of 1934, as amended (the "U.S.
Exchange Act"), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the
"SEC") thereunder. The Offer will be made to holders of Shares
resident in the United States ("U.S. Holders") on the same terms
and conditions as those made to all other holders of Shares of
Belships to whom an offer is made. Any information documents,
including the Offer Document, will be disseminated to U.S. Holders
on a basis comparable to the method that such documents are
provided to Belships' other Shareholders to whom an offer is made.
The Offer will be made by the Offeror and no one else.
The Offer will be made to U.S. Holders pursuant
to Section 14(e) and Regulation 14E under the U.S. Exchange Act as
a "Tier II" tender offer, and otherwise in accordance with the
requirements of Norwegian law. Accordingly, the Offer will be
subject to disclosure and other procedural requirements timetable,
settlement procedures and timing of payments, that are different
from those that would be applicable under U.S. domestic tender
offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under
the U.S. Exchange Act, the Offeror and its affiliates or brokers
(acting as agents for the Offeror or its affiliates, as applicable)
may from time to time, and other than pursuant to the Offer,
directly or indirectly, purchase or arrange to purchase, Shares or
any securities that are convertible into, exchangeable for or
exercisable for such Shares outside the United States during the
period in which the Offer remains open for acceptance, so long as
those acquisitions or arrangements comply with applicable Norwegian
law and practice and the provisions of such exemption. To the
extent information about such purchases or arrangements to purchase
is made public in Norway, such information will be disclosed by
means of an English language press release via an electronically
operated information distribution system in the United States or
other means reasonably calculated to inform U.S. Holders of such
information. To the extent that the Offeror discloses any
information about any purchases of Shares or any related securities
outside of the tender offer in Norway, it will publicly disclose
the same information in the United States. If the
consideration paid by the Offeror or its affiliates in any
transaction after the public announcement of the tender offer is
greater than the tender offer price, the tender offer price shall
be increased to match that price. In addition, the financial
advisors to the Offeror may also engage in ordinary course trading
activities in securities of Belships, which may include purchases
or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any
state or other jurisdiction in the United States has approved or
disapproved the Offer or reviewed it for its fairness, nor have the
contents of the Offer Document or any other documentation relating
to the Offer been reviewed for accuracy, completeness or fairness
by the SEC or any securities supervisory authority in the United
States. Any representation to the contrary is a criminal offence in
the United States.
Belships Asa (LSE:0DQB)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Belships Asa (LSE:0DQB)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025